FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * STEMBERG THOMAS   2. Issuer Name and Ticker or Trading Symbol CARMAX INC [KMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ATTN: STOCK OPTIONS, 4900 COX ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2005 (Street) GLEN ALLEN, VA 23060 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to buy)

$ 21.49

05/11/2005

D(1)

1,300

06/29/2005(2)

06/30/2014

Common Stock

1,300

$ 0

2,703

D

Stock Options (Right to buy)

$ 21.49

05/11/2005

A(1)

1,300

06/29/2005(2)

06/30/2014

Common Stock

1,300

$ 0

4,003

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STEMBERG THOMAS ATTN: STOCK OPTIONS 4900 COX ROAD GLEN ALLEN, VA 23060	X

Signatures

Sherry Neufer		05/13/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 11, 2005, the Issuer and the Reporting Person agreed to amend the Incentive Award Agreement dated June 30, 2004 (the "Agreement") entered into by the parties pursuant to the Issuer's Amended and Restated 2002 Non-Employee Directors Stock Incentive Plan (the "Plan"). The Agreement provides for the grant of stock options with respect to 4,003 shares of Common Stock (as previously reported on Form 4, filed on July 1, 2004). The Agreement, as amended, provides that 1,300 of such shares are subject to shareholder approval of an amendment to the Plan at the Issuer's 2005 annual meeting of shareholders on June 21, 2005. The transactions reported in this Form 4 reflect solely this modification to the terms of the Agreement with respect to 1,300 shares. There were no changes to any other terms of the Agreement or the related grant of stock options.
(2)	The stock options are exercisable with respect to one-third of the underlying shares of Common Stock on the business day immediately preceding each of June 30, 2005, June 30, 2006 and June 30, 2007.

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